SC 13G/A 1 v035620_sc13g-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No 1)* ON TRACK INNOVATIONS LTD. -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, par value NIS 0.1 per share (Title of Class of Securities) M8791A 109 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. M8791A 109 1. Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) Jack Silver -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ---------------------------------------------------------------------------- (b) X ---------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States citizen Number of 5. Sole Voting Power Shares Bene- ------------------------------------------------ Ficially 6. Shared Voting Power 700,900 Owned by ------------------------------------------------ Each Reporting 7. Sole Dispositive Power Person With: ------------------------------------------------ 8. Shared Dispositive Power 700,900 ------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 700,900 -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 5.7% -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- CUSIP No. M8791A 109 Item 1. (a) Name of Issuer: On Track Innovations Ltd. (b) Address of Issuer's Principal Executive Offices: Z.H.R. Industrial Zone P.O. Box 32 Rosh-Pina, Israel 12000 Item 2. (a) Name of Person Filing: Jack Silver (b) Address of Principal Business Office or, if none, Residence: SIAR Capital LLC 660 Madison Avenue New York, NY 10021 (c) Citizenship: United States (d) Title of Class of Securities: Ordinary Shares, par value NIS 0.1 per share (e) CUSIP Number: M8791A 109 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or Dealer registered under Section 15 of the Act (b) |_| Bank as defined in section 3(a)(6) of the Act (c) |_| Insurance Company as defined in section 3(a)(19) of the Act (d) |_| Investment Company registered under section 8 of the Investment Company Act (e) |_| Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 CUSIP No. M8791A 109 (f) |_| Employee Benefit Plan or endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) |_| Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) |_| A church plan that is excluded from the definition of an investement company under section 3(c)(14) of the Investement Company Act of 1940; (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) - (d) Jack Silver beneficially owns 700,900 ordinary shares of On Track Innovations Ltd (the "Ordinary Shares") representing 5.7% of the outstanding Ordinary Shares. Such Ordinary Shares beneficially owned by Mr. Silver include (i) 487,300 shares held Sherleigh Associates Profit Sharing Plan ("Sherleigh Profit"), a trust of which Mr. Silver is the trustee and (ii) 213,600 shares held by Sherleigh Associates Inc. Defined Benefit Pension Plan ("Sherleigh Defined"), a trust of which Mr. Silver is the trustee, but exclude warrants to purchase 150,000 shares held by Sherleigh Profit, which warrants are not exercisable until May 1, 2006. Mr. Silver has the sole voting and dispositive power with respect to all 700,900 Ordinary Shares beneficially owned by him. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. CUSIP No. M8791A 109 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 2006 ---------------------------------------- Date /s/ Jack Silver ---------------------------------------- Signature Jack Silver ---------------------------------------- Name/Title